SECOND AMENDMENT

Exhibit 10.4

SECOND AMENDMENT

     THIS SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”), amends the Amended and Restated Five-Year Credit and Guarantee Agreement dated as of August 10, 2005 (as amended, the “Credit Agreement”), among Block Financial Corporation (the “Borrower”), H&R Block, Inc. (the “Guarantor”), the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

     WHEREAS, the Borrower, the Guarantor, the Lenders and the Administrative Agent are parties to the Credit Agreement; and

     WHEREAS, the Borrower and the Guarantor have requested that the Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth, and the Required Lenders are willing to agree to such requested amendments as set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1 Amendments. The Credit Agreement is hereby amended as follows:

     1.1 Amendments to Section 1.1.

     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

     “Bridge Credit Agreement” means the Bridge and Guarantee Agreement, dated as of April 16, 2007, among the Guarantor, the Borrower, the lenders party thereto and HSBC Bank USA, National Association, as administrative agent.

     “Bridge Credit Agreement Amendment Date” means the date on which the Maturity Date (as defined under the Bridge Credit Agreement) is extended to a date no earlier than March 14, 2008 and the Administrative Agent shall have received notice thereof.

     “Bridge Credit Agreement Refinancing Date” means the date on which the Bridge Credit Agreement is refinanced and the Administrative Agent shall have received notice thereof; provided that any such refinancing shall be unsecured, have the same borrower as under the Bridge Credit Agreement, have no guarantors other than Persons that have guaranteed the Obligations and have covenants no more restrictive than in this Agreement.

     “Modified Bridge Credit Agreement Date” means the earlier of the Bridge Credit Agreement Amendment Date and the Bridge Credit Agreement Refinancing Date.

     “OOMC” means Option One Mortgage Corporation, a wholly owned subsidiary of the Borrower.

     “OOMC Disposition” means the sale of all of the outstanding shares of capital stock of OOMC (excluding the sale of OOMC’s wholly-owned subsidiary, H&R Block Mortgage Corporation).

     “OOMC Disposition Date” means the date on which the OOMC Disposition is completed.

     “Second Amendment Effective Date” means November 19, 2007.

     (b) The definition of “Applicable Rate” in Section 1.1 of the Credit Agreement is hereby amended by inserting in clause (c) of said definition the following proviso immediately after the phrase “then the Ratings in category VI above shall be applicable for such day”:

“provided further, that the Applicable Rate for Utilization Fees shall be increased to (i) 0.40% on the Second Amendment Effective Date and (ii) 0.90% on December 31, 2007 if the OOMC Disposition Date has not occurred prior to such date; provided that, (x) the Applicable Rate for Utilization Fees shall be reduced to 0.40% on the earlier of the Modified Bridge Credit Agreement Date and the OOMC Disposition Date if the Applicable Rate for Utilization Fees is increased pursuant to clause (ii) above and (y) the Applicable Rate for Utilization Fees shall be reduced to the Applicable Rate under the relevant column heading above on the later of the Modified Bridge Credit Agreement Date and the OOMC Disposition Date.”

     (c) The definition of “Short-Term Debt” in Section 1.1 of the Credit Agreement is hereby amended by inserting the phrase “plus the aggregate amount of Indebtedness at such time under this Agreement and the Other Credit Agreement” immediately after the phrase “in accordance with GAAP” contained in said definition.

     1.2 Amendment to Section 2.9. Section 2.9 is hereby amended by inserting a new clause “(c)” at the end thereof to read as follows:

     “(c) If on or before January 31, 2008 the OOMC Disposition Date has not occurred, (i) the Borrower shall prepay the Loans on March 14, 2008 to the extent (if any) necessary to reduce the aggregate Revolving Credit Exposures of all Lenders to $875,000,000 and (ii) the total Revolving Credit Exposures of all Lenders shall not exceed $875,000,000 until the Credit Parties have complied with Section 5.9 for the calendar year 2008.”

     1.3 Amendment to Section 5.9. Section 5.9 is hereby amended in its entirety to read
as follows:

“5.9. Cleandown. The Credit Parties shall reduce the aggregate outstanding principal amount of all Short-Term Debt to $200,000,000 or less for a minimum period of thirty consecutive days during the period from March 1 to June 30 of each fiscal year (other than for the period from March 1, 2008 to June 30, 2008 if the OOMC Disposition has not been consummated on or prior to April 30, 2008, in which case the Credit Parties shall reduce the aggregate outstanding principal

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amount of all Short-Term Debt to $700,000,000 or less for a minimum period of thirty consecutive days during the period from March 1 to May 31, 2008).”

     1.4 Amendment to Section 6.1. Section 6.1 is hereby amended in its entirety to read as follows:

“6.1. Adjusted Net Worth. The Guarantor will not permit Adjusted Net Worth as at the last day of any fiscal quarter of the Guarantor to be less than (a) for the fiscal quarters ending October 31, 2007 and January 31, 2008, $800,000,000 and (b) for each other fiscal quarter, $1,000,000,000”.

     SECTION 2 Representations and Warranties. Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) each representation and warranty set forth in Article III of the Credit Agreement (other than the representations and warranties set forth in subsections 3.4(b), 3.6(a)(i) and 3.6(b)) is true and correct in all material respects as of the date hereof with the same effect as if made on the date hereof (except to the extent related to a specific earlier date) and (b) no Default or Event of Default shall have occurred and be continuing.

     SECTION 3 Effectiveness. This Amendment shall become effective on the date on which all of the following conditions precedent have been satisfied or waived:

     (a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by the Borrower, the Guarantor and the Required Lenders.

     (b) The Administrative Agent shall have received for the account of each Lender that executes and delivers a counterpart of this Amendment on or before 5:00 P.M. on November 19, 2007 an amendment fee equal to 0.05% of the outstanding principal amount of such Lender’s Loans.

     (c) The Borrower shall have paid and reimbursed the Administrative Agent for all of its
reasonable out-of-pocket expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of legal counsel to the Administrative Agent.

     SECTION 4 Miscellaneous.

     4.1 Continuing Effectiveness, etc. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.

     4.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of a counterpart hereof, or an executed signature hereto, by facsimile or by e-mail (in pdf or similar format) shall be effective as delivery of a manually-executed counterpart hereof.

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     4.3 Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

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     Delivered as of the day and year first above written.

	BLOCK FINANCIAL CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Senior Vice President & Treasurer
	H&R BLOCK, INC.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Senior Vice President and Treasurer

	JPMORGAN CHASE BANK, N.A., as Administrative Agent, as a Lender and as Swingline Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Managing Director

	BANK OF AMERICA, N.A.
	By:	/s/ Alexa X. Xxxxxxxx
		Name:	Alexa X. Xxxxxxxx
		Title:	Senior Vice President

	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ XXXXXXX XXXXX
		Name:	Xxxxxxx Xxxxx
		Title:	SENIOR VICE PRESIDENT

	BNP PARIBAS
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Vice President

	CALYON NEW YORK BRANCH
	By:	/s/ Xxxxxxxxx Xxxxx
		Name:	Xxxxxxxxx Xxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxx Xxx Xxxxxxx
		Name:	Xxxxxx Xxx Xxxxxxx
		Title:	Managing Director

	MELLON BANK, N.A.
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Vice President

	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President

	COMMERZBANK AG, NEW YORK & GRAND CAYMAN BRANCHES
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President

H&R Block, Second Amendment, November 19, 2007

	FORTIS BANK SA NV CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxxx Xxxxxxx-Xxxxx
		Name:	Xxxxxxx Xxxxxxx-Xxxxx
		Title:	Director
		/s/ XXXX XXXXXXX
		XXXX XXXXXXX
		DIRECTOR

	COMERICA BANK
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXXX BROTHERS BANK, FSB
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Authorized Signatory

	ROYAL BANK OF CANADA
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Attorney-in-Fact

	SUNTRUST BANK
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

	FIFTH THIRD BANK
	By:	/s/ Xxxxxxxxxxx Xxxxxx
		Name:	Xxxxxxxxxxx Xxxxxx
		Title:	VICE PRESIDENT

	UBS LOAN FINANCE LLC
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Associate Director
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director

	E. SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
	By:	/s/ Xxxxxxxx Xxx
		Name:	Xxxxxxxx Xxx
		Title:	EVP & General Manager

	BANK MIDWEST, N.A.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	COMMERCE BANK, N.A.
	By:	/s/ R. Xxxxx Xxxxx, Xx.
		Name:	R. Xxxxx Xxxxx, Xx.
		Title:	Vice President

	PNC BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxx X. Xxx Xxxx
		Name:	Xxxx X. Xxx Xxxx
		Title:	Credit Manager

	UMB BANK, N.A.
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Senior Vice President